Gallium Fund Solutions Group Ltd, Re

Gallium Fund Solutions Group Ltd, Re

Mr Norris excluded Mr Dooley from management in breach of a quasi-partnership agreement and the articles, acted unconscionably, failed to observe fiduciary duties, diverted business to Oaksmore, failed to account for secret profits from the Alpine Fund, and awarded excessive remuneration without member approval. These actions constituted unfair prejudice under section 994, entitling Mr Dooley to an order for purchase of his shares at fair value with appropriate add-backs and adjustments.

Parties
Petitioner: Peter Dooley; Respondent: Anthony Carmelos Norris; Respondent: Oaksmore Portfolios AIFM Limited; Respondent: Anne Frances Norris; Respondent: Gallium Fund Solutions Group Limited
Jurisdiction
England and Wales
Judgment Date
31 March 2021
Procedural Posture
Petition for Unfair Prejudice Under Companies Act / Final Judgment After Trial
Outcome
Petition allowed; order for purchase of Mr Dooley's shares by Mr Norris at fair value as at 31 October 2018, with add-backs and adjustments for unfair prejudice.
Legal Topics
Unfair Prejudice, Directors' Duties, Share Valuation, Fiduciary Duty, Conflict of Interest, Remuneration, Minority Shareholder Rights
Company Law Equity Corporate Governance Unfair Prejudice Directors' Duties Share Valuation Fiduciary Duty Conflict of Interest +2 more

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Parties

Peter Dooley

Petitioner

Anthony Carmelos Norris

Respondent

Oaksmore Portfolios AIFM Limited

Respondent

Anne Frances Norris

Respondent

Gallium Fund Solutions Group Limited

Respondent

Procedural Posture

Petition for Unfair Prejudice Under Companies Act / Final Judgment After Trial

Legal Issues

  1. 1 Whether the affairs of Gallium Fund Solutions Group Limited were conducted in a manner unfairly prejudicial to the interests of Peter Dooley as a member
  2. 2 Whether Mr Norris breached fiduciary and statutory duties as director
  3. 3 Whether exclusion from management and other actions constituted unfair prejudice

Ratio Decidendi

Mr Norris excluded Mr Dooley from management in breach of a quasi-partnership agreement and the articles, acted unconscionably, failed to observe fiduciary duties, diverted business to Oaksmore, failed to account for secret profits from the Alpine Fund, and awarded excessive remuneration without member approval. These actions constituted unfair prejudice under section 994, entitling Mr Dooley to an order for purchase of his shares at fair value with appropriate add-backs and adjustments.

Court Disposition

Petition allowed; order for purchase of Mr Dooley's shares by Mr Norris at fair value as at 31 October 2018, with add-backs and adjustments for unfair prejudice.

Orders

  • Mr Norris to purchase Mr Dooley's 50% shareholding in Gallium Fund Solutions Group Limited for £1,222,418 (one half of £1,972,654.88 plus Alpine Fund commission, interest, and units) by 4.00pm on 28 April 2021.
  • Company funds not to be used for purchase if unlawful distribution of capital would result.